Filed by sedaredgar.com - Mabcure Inc - Exhibit 10.6






ESCROW AGREEMENT 

THIS AGREEMENT made as of the 7th day of July, 2008. 

AMONG: 


  
    
      MABCURE INC., a corporation organized under the
        laws of Nevada, having an address at 3702 South Virginia Street, Suite
        G12 – 401, Reno, Nevada 89502, USA 

      (the "Company") 

    

  



AND: 


  
    
      INDIGOLEAF ASSOCIATES LTD., a corporation organized
        under the laws of the British Virgin Islands, having an address at P.O.
        Box 3159, Road Town, Tortola, British Virgin Islands 

      (the "Vendor") 

    

  



AND: 


  
    
      CLARK WILSON LLP, barristers and solicitors, with
        an office at 800 – 885 West Georgia Street, Vancouver, British Columbia
        V6C 3H1, Canada 

      (the "Escrow Agent") 

    

  



WHEREAS: 

	A. 	
      The Company and the Vendor are parties to an agreement
      for the purchase and sale of intellectual property and the issuance of
      shares dated January 10, 2008 (the "Purchase Agreement") pursuant
      to which the Vendor has been issued 25,638,400 shares in the common stock
      of the Company (the "Subject Shares");

	 	 
	B. 	
      Pursuant to Section 8 of the Purchase Agreement, the
      parties hereto have agreed that the Company shall deliver share
      certificates representing all of the Subject Shares to the Escrow Agent,
      which shall be held in escrow and released in accordance with the
      provisions set forth herein; and

	 	 
	C. 	
      The Escrow Agent has agreed to accept, hold and release
      the Subject Shares deposited with it pursuant to the Purchase Agreement,
      and the distributions of securities of the Company in respect thereof, in
      accordance with the provisions set forth
herein.







- 2 - 

NOW THEREFORE, in consideration of the mutual covenants and
agreements herein contained and other good and valuable consideration (the
receipt and sufficiency of which are hereby acknowledged), the parties hereto
covenant and agree as follows: 

1.                    
INTERPRETATION 

1.1                   Definitions.
Terms used as defined terms and not otherwise defined herein shall have the
meanings ascribed thereto in Purchase Agreement. The following terms shall have
the following meanings when used herein: 

	 	(a) 	
      "Average Price" shall have the meaning ascribed
      thereto in Section 4.1(b) hereof;

	 	 	 
	 	(b) 	
      "Award Notice" shall have the meaning ascribed
      thereto in Section 4.1(c) hereof;

	 	 	 
	 	(c) 	
      "Certificates" means, collectively, the share
      certificates representing the IP Escrow Shares, the No Sale Escrow Shares
      and the Dividend Securities, as applicable;

	 	 	 
	 	(d) 	
      "Claimed Amount" shall have the meaning ascribed
      thereto in Section 4.1(a) hereof;

	 	 	 
	 	(e) 	
      "Closing" means the closing of the purchase and
      sale contemplated by the Purchase Agreement;

	 	 	 
	 	(f) 	
      "Dividend Securities" shall have the meaning
      ascribed thereto in Section 3.1 hereof;

	 	 	 
	 	(g) 	
      "Escrow Fund" means the Subject Shares deposited
      with and held by the Escrow Agent hereunder and includes the Dividend
      Securities;

	 	 	 
	 	(h) 	
      "Escrow Periods" means, collectively, the IP
      Escrow Period and the No Sales Escrow Period;

	 	 	 
	 	(i) 	
      "IP Escrow Claim Notice" shall have the meaning
      ascribed thereto in Section 4.1(a) hereof;

	 	 	 
	 	(j) 	
      "IP Escrow Period" means the period of three years
      commencing on the date of the Closing;

	 	 	 
	 	(k) 	
      "IP Escrow Shares" means an amount of the Shares
      equal to 70% of the aggregate amount of the Subject Shares;

	 	 	 
	 	(l) 	
      "IP Representations" shall have the meaning
      ascribed thereto in Section 4.1 hereof;

	 	 	 
	 	(m) 	
      "No Sale Escrow Period" means the period of two
      years commencing on the date of the Closing;







- 3 - 

	 	(n) 	
      "No Sale Escrow Shares" means an amount of the
      Shares equal to 30% of the aggregate amount of the Subject
  Shares;

	 	 	 
	 	(o) 	
      "Resolution Notice" shall have the meaning
      ascribed thereto in Section 4.1(c) hereof;

	 	 	 
	 	(p) 	
      "Shares" means shares in the common stock of the
      Company; and

	 	 	 
	 	(q) 	
      "Share Certificates" means the certificates
      representing the Subject Shares issued to and registered in the name of
      the Vendor pursuant to the Purchase Agreement.



1.2                  
General. In this Agreement: 

	 	(a) 	
      the headings have been inserted for convenience of
      reference only and in no way define, limit, or enlarge the scope or
      meaning of the provisions of this Agreement;

	 	 	 
	 	(b) 	
      all references to any party, whether a party to this
      Agreement or not, shall be read with such changes in number and gender as
      the context or reference requires;

	 	 	 
	 	(c) 	
      when the context hereof makes it possible, the word
      "person" includes in its meaning any firm and any body corporate or
      politic; and

	 	 	 
	 	(d) 	
      notwithstanding any other provision of the Purchase
      Agreement, if a conflict or inconsistency exists between a provision of
      this Agreement and a provision of the Purchase Agreement, the provisions
      of this Agreement shall prevail.



2.                    
DEPOSIT INTO ESCROW 

2.1                  
At the Closing, the Company shall deliver the Share Certificates to the Escrow
Agent to be held in escrow by the Escrow Agent in accordance with the terms and
subject to the conditions set forth herein. 

2.2                   At
the Closing, the Vendor shall deliver to the Escrow Agent a duly executed power
of attorney to transfer the Subject Shares (and the Dividend Securities) in the
form attached hereto as Schedule "A", in respect of the Subject Shares
represented by the Share Certificates, which power of attorney, if still in the
possession of the Escrow Agent, shall be returned by the Escrow Agent to the
Vendor upon the final release by the Escrow Agent to the Vendor of the Subject
Shares from escrow. Without limiting the generality of the foregoing, the Vendor
hereby appoints the Escrow Agent, without any further act of the Vendor, as the
agent and attorney-in-fact for and on behalf of the Vendor in respect of the
Subject Shares represented by the Share Certificates, on the terms and subject
to the conditions set forth herein. 

3.                   
 ESCROW PROVISIONS 

3.1                   Holding
of Escrow Fund. The Escrow Agent shall hold the Share Certificates and
certificates representing any shares or other securities of the Company issued
or distributed by the Company in respect of the Subject Shares during the Escrow
Periods (the "Dividend Securities") for the Escrow Periods, subject to
the provisions hereof. 




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3.2                   Completion
of the No Sale Escrow Period. Upon the expiration of the No Sale Escrow
Period, the Escrow Agent shall deliver, without further notice to or directions
from the Company, to the Vendor the Certificates representing the No Sale Escrow
Shares (and the Dividend Securities in respect of such shares) remaining in the
Escrow Fund, regardless of any claim in respect of the IP Representations.

3.3                   Completion
of the IP Escrow Period. Subject to Section 4 hereof, upon the expiration of
the IP Escrow Period, the Escrow Agent shall deliver, without further notice to
or directions from the Company, to the Vendor the Certificates representing the
IP Escrow Shares and the Dividend Securities remaining in the Escrow Fund.
Notwithstanding the foregoing, if any or all of the IP Escrow Shares are subject
to a pending but unresolved IP Escrow Claim Notice at the expiration of the IP
Escrow Period, pursuant to Section 4.1(c) hereof, and the Claimed Amount is
quantified (as a specified dollar amount), then such number IP Escrow Shares as
EQUALS the number that would result from the calculation as set forth in Section
4.1(b) hereof (provided, however, that the determination of the Average Price
shall commence three days after disclosure to the public of the pending claim)
shall continue to be held in escrow until receipt by the Escrow Agent of a
Resolution Notice or an Award Notice with respect thereto, as detailed in
Section 4.1(c) hereof. If the Claimed Amount is not quantified, then all the IP
Escrow Shares shall continue to be held in escrow until resolution as set forth
in Section 4.1(c) hereof. 

3.4                  
Authorization. The Escrow Agent is hereby authorized by each of the
Company and the Vendor to make the releases and deliveries required by Sections
3.2 and 3.3 hereof. 

3.5                   Proxy
Materials. Notwithstanding any provision of the Purchase Agreement, the
parties hereto agree that the Escrow Agent shall not be obliged to deliver
copies of any proxy solicitation materials received by it to the Vendor; and the
Company agrees that, during the Escrow Period, it shall attend to the delivery
to the Vendor of any proxy solicitation materials to be provided in respect of
any of the Subject Shares. For further certainty and without limiting the
generality of the foregoing, all distributions made by the Company in respect of
any of the Subject Shares that are not Dividend Securities shall not be subject
to the escrow provisions hereof and shall be distributed by the Company directly
to the Vendor. 

3.6                   Voting
Rights. While the Subject Shares are held in escrow, the Vendor may exercise
the voting rights attached thereto and shall be entitled to participate in
distributions of dividends and securities of the Company made in respect of such
Subject Shares; provided, however, that all distributions of Dividend Securities
shall be held in escrow by the Escrow Agent pursuant to the provisions hereof.


4.                    
THIRD PARTY CLAIMS 

4.1                  
During the IP Escrow Period, if any third party files a claim against the
Company, or threatens in writing to sue the Company (a "Third Party
Claim"), alleging facts that evidence a breach of the representations of the
Vendor made pursuant to Part 7 of the Purchase Agreement (the "IP
Representations"), the Company shall be entitled to make a claim against the
IP Escrow Shares, and recover damages from such shares, as follows:




- 5 - 

	 	(a) 	
      Promptly after becoming aware of a Third Party Claim, and
      prior to the expiration of the IP Escrow Period, the Company shall notify
      the Vendor and the Escrow Agent in writing (an "IP Escrow Claim
      Notice") setting out in reasonable detail: (i) the alleged breach of
      the IP Representations; (ii) the anticipated amount of damages resulting
      from such alleged breach; and (iii) the anticipated reasonable costs of
      defence of such claim (the amounts referred to in clauses (ii) and (iii)
      collectively, the "Claimed Amount");

	 	 	 
	 	(b) 	
      If the Vendor does not, within 20 business days after
      receipt of an IP Escrow Claim Notice (the "Contest Period"),
      contest such IP Escrow Claim Notice by notice in writing (the
      "Contention") to the Escrow Agent with a copy to the Company, then
      within five business days thereafter, the Escrow Agent shall deliver to
      the Company such number of IP Escrow Shares EQUAL TO: TWICE the Claimed
      Amount DIVIDED by the average closing share price of the Shares, as quoted
      on the NASDAQ Over-the-Counter Bulletin Board or other exchange on which
      such shares are traded during the period of consecutive 21 trading days
      preceding the day of the delivery of the IP Escrow Claim Notice (the
      "Average Price");

	 	 	 
	 	(c) 	
      If the Vendor delivers to the Escrow Agent the Contention
      within the Contest Period, the Escrow Agent shall hold such number of IP
      Escrow Shares EQUAL TO: the Claimed Amount DIVIDED by the Average Price,
      and shall release such number of IP Escrow Shares (to the Vendor or the
      Company, as applicable) only pursuant to either: (i) a written notice
      signed by both the Company and the Vendor (the "Resolution
      Notice"); or (ii) a final arbitration award, issued in accordance with
      the arbitration provisions set forth in Section 28 of the Purchase
      Agreement and instructing the Escrow Agent how to release such shares (an
      "Award Notice"). Within five business days after receipt of such
      Resolution Notice or Award Notice, as applicable, the Escrow Agent shall
      release to the Company or the Vendor, as applicable, the IP Escrow Shares
      held back by the Escrow Agent, as instructed;

	 	 	 
	 	(d) 	
      Notwithstanding any other provision hereof: (i) no IP
      Escrow Claim Notice shall be given by the Company if the Claimed Amount
      (in aggregate with previous claims) does not exceed $20,000; and (ii) the
      recourse of the Company to the IP Escrow Shares shall be its sole and
      exclusive remedy against the Vendor in connection with purchase and sale
      contemplated by the Purchase Agreement; and

	 	 	 
	 	(e) 	
      Furthermore, with the consent of the Company, which
      consent shall not be unreasonably withheld, the Vendor may conduct and
      control the defence of any Third Party Claim, including the disposition of
      such Claim (including all decisions relative to litigation, appeal, and
      settlement), with attorneys of the Vendor's choice. The Company shall
      cooperate fully with the Vendor in such defence, and shall not admit any
      fact or liability, discuss or reach a settlement, or take any other action
      affecting the defence of such Third Party Claim in the absence of the
      Vendor's prior written consent.







- 6 - 

5.                    
ESCROW AGENT 

5.1                   The
Company and the Vendor shall, jointly and severally, from time to time, and at
all times hereafter, well and truly to save, defend and keep harmless and fully
indemnify the Escrow Agent and its successors and assigns from and against all
loss, costs, charges, suits, demands, claims, damages and expenses
(collectively, the "Claims") which the Escrow Agent and its successors
and assigns may at any time or times hereafter bear, sustain, suffer or be put
unto for or by reason or on account of its acting pursuant to this Agreement or
anything in any manner relating thereto or by reason of the Escrow Agent's
compliance in good faith with the terms hereof; provided, however, that no
indemnity need be paid if such Claims were directly caused by the Escrow Agent’s
gross negligence or wilful misconduct as determined by a court of law. 

5.2                   If
case proceedings should hereafter be taken in any court respecting the Subject
Shares (or the Dividend Securities), the Escrow Agent shall not be obliged to
defend any such action or submit its rights to the court until it has been
indemnified by other good and sufficient security in addition to the indemnity
given in Section 5.1 hereof against its costs of such proceedings. 

5.3                   The
Escrow Agent shall not be bound in any way or by any contract or agreement,
verbal, written or otherwise, between the other parties hereto whether or not it
has notice thereof or of its terms and conditions and the only duty, liability
and responsibility of the Escrow Agent to the other parties hereto with respect
to the subject matter hereof shall be to hold the Subject Shares (and the
Dividend Securities) as set forth herein and to deliver the same to such persons
and other such conditions as are set forth herein or directed in writing by all
the other parties hereto. Without limiting the generality of the foregoing, the
Escrow Agent shall have no duty, liability or responsibility to any of the other
parties hereto or their successors or assigns in respect of the loss of all or
any of the Subject Shares (or the Dividend Securities), except the duty to
exercise in the performance of its obligations hereunder such care, diligence
and skill that a reasonably prudent person would exercise in comparable
circumstances. The Escrow Agent may act on the advice of legal counsel, but
shall not be responsible for acting or failing to act on the advice of legal
counsel. 

5.4                   The
Escrow Agent shall not be required to pass upon the sufficiency of any of the
Subject Shares (or the Dividend Securities) or the notices delivered to the
Escrow Agent hereunder or to ascertain whether or not the person or persons who
have executed, signed or otherwise issued or authenticated the said documents
have authority to so execute, sign or authorize, issue or authenticate the said
documents or any of them, or that they are the same persons named therein or
otherwise to pass upon any requirement of such instruments that may be essential
for their validity, but it shall be sufficient for all purposes under this
Agreement insofar as the Escrow Agent is concerned that the said documents are
deposited with it as specified herein by the other parties hereto. 

5.5                   Notwithstanding
any other provision hereof, in the event that any or all of the Subject Shares
(or the Dividend Securities) are attached, garnished or levied upon under any
court order, or if the delivery of such property is stayed or enjoined by any
court order or if any court order, judgment or decree is made or entered
affecting such property or affecting any act 




- 7 - 

by the Escrow Agent, the Escrow Agent may, in its sole
discretion, obey and comply with all writs, orders, judgments or decrees so
entered or issued, whether with or without jurisdiction, notwithstanding any
provision of this Agreement to the contrary. If the Escrow Agent obeys and
complies with any such writs, orders, judgments or decrees, it shall not be
liable to any of the other parties hereto or to any other person, form or
corporation by reason of such compliance, notwithstanding that such writs,
orders, judgments or decrees may be subsequently reversed, modified, annulled,
set aside or vacated. 

5.6                   Except
as otherwise provided herein, the Escrow Agent is authorized and directed to
disregard in its sole discretion any and all notices and warnings which may be
given to it by any of the other parties hereto or by any other person, firm,
association or corporation. It shall, however, at its sole discretion, obey the
order, judgment or decree of any court of competent jurisdiction, and it is
hereby authorized to comply with and obey such orders, judgments or decrees and
in case of such compliance, it shall not be liable by reason thereof to any of
the other parties hereto or to any other person, firm, association or
corporation, even if thereafter any such order, judgment or decree may be
reversed, modified, annulled, set aside or vacated. 

5.7                   Notwithstanding
any other provision hereof, if the Escrow Agent receives any valid court order
contrary to the provisions of this Agreement, the Escrow Agent may continue to
hold any or all of the Subject Shares (and the Dividend Securities) until the
lawful determination by a court of competent jurisdiction or otherwise of the
issue between the other parties hereto. 

5.8                   Notwithstanding
any other provision hereof, if written notice of protest is made by the Company
or the Vendor to any action contemplated by the Escrow Agent under this
Agreement, and such notice sets out reasons for such protest, the Escrow Agent
may at its sole discretion continue to hold any or all of the Subject Shares
(and Dividend Securities) until the right to the Subject Shares (and Dividend
Securities) is conclusively determined by a court of competent jurisdiction or
otherwise. 

5.9                   The
Escrow Agent may resign as the escrow agent hereunder by giving not less than
ten (10) days written notice thereof to the Company and the Vendor. The Company
and the Vendor may terminate the Escrow Agent by giving not less than ten (10)
days written notice to the Escrow Agent. The resignation or termination of the
Escrow Agent shall be effective, and the Escrow Agent shall cease to be bound by
this Agreement, on the date that is ten (10) days after the date of receipt of
the termination notice given hereunder or on such other date as the Company,
Vendor and the Escrow Agent may agree upon. All indemnities granted to the
Escrow Agent hereunder shall survive: (a) the termination of this Agreement; or
(b) the termination or resignation of the Escrow Agent for whatever reason. In
the event of termination or resignation of the Escrow Agent, the Escrow Agent
shall, within that ten (10) days notice period, deliver the Subject Shares, the
Dividend Securities and any other property in the Escrow Fund to the new the
escrow agent to be named by the Company and the Vendor. 

5.10                
Notwithstanding any other provision hereof, the Escrow Agent may act upon any
written instructions given jointly by the Company and the Vendor. 

5.11                 Notwithstanding
any other provision hereof, if any dispute arises between any of the parties
hereto with respect to this Agreement or any matters arising in respect thereof,
the 




- 8 - 

Escrow Agent may in its sole discretion deliver and interplead
the Subject Shares and the Dividend Securities into court and such delivery and
interpleading shall be an effective discharge to the Escrow Agent of all of its
obligations hereunder. 

6.                    
FEES 

6.1                   The
Company shall pay all of the compensation of the Escrow Agent in accordance with
the standard billable rates charged by the Escrow Agent, from time to time, and
shall reimburse the Escrow Agent for any and all reasonable expenses,
disbursements and advances made by the Escrow Agent in the performance of its
duties hereunder, including, but not limited to, reasonable fees, expenses and
disbursements incurred by its counsel. 

7.                    
GENERAL 

7.1                   Except
as otherwise provided herein, no subsequent alteration, amendment, change, or
addition to this Agreement shall be binding upon the parties hereto unless
reduced to writing and signed by the parties hereto. 

7.2                   This
Agreement shall enure to the benefit of and be binding upon the parties hereto
and their respective heirs, executors, administrators, successors and assigns.
Nothing in this Agreement, express or implied, is intended to confer upon any
party other than the parties hereto or their respective successors and assigns
any rights, remedies, obligations, or liabilities under or by reason of this
Agreement, except as expressly provided in this Agreement. 

7.3                   The
parties hereto shall execute and deliver all such further documents, do or cause
to be done all such further acts and things, and give all such further
assurances as may be necessary to give full effect to the provisions and intent
of this Agreement. 

7.4                   This
Agreement shall be governed by and construed in accordance with the laws of the
Province of British Columbia and the federal laws of Canada applicable therein.


7.5                   The
parties hereto agree that irreparable damage would occur in the event that any
of the provisions of this Agreement were not performed in accordance with their
specific terms or were otherwise breached. It is accordingly agreed that the
parties hereto shall be entitled to an injunction or injunctions to prevent
breaches of this Agreement and to enforce specifically the provisions of this
Agreement, this being in addition to any other remedy to which they are entitled
under this Agreement. 

7.6                   Any
notice required or permitted to be given under this Agreement shall be in
writing and may be given by delivering, sending by electronic facsimile
transmission or other means of electronic communication capable of producing a
printed copy, or sending by prepaid registered mail, the notice to the following
address:




- 9 - 

	 	(a) 	
      If to the Company:

	 	 	 
	 		
      3702 South Virginia Street, Suite G12 – 401 
Reno,
      Nevada 89502 
USA

	 	 	 
	 		
      Attention: President

	 	 	 
	 		
      Telephone:      (775) 338-2598
      
Facsimile:         (775)
      201-1499

	 	 	 
	 	(b) 	
      If to the Vendor:

	 	 	 
	 		
      c/o Dr. Eli Orr

	 		23 Greenhill Road
	 		
      Leicester LE2 3DN 
England

	 	 	 
	 		
      Telephone:      (604) 805-4653
      
Facsimile:         (604)
      731-5856

	 	 	 
	 	(c) 	
      If to the Escrow Agent:

	 	 	 
	 		
      Clark Wilson LLP

	 		800 – 885 West Georgia Street
	 		
      Vancouver, British Columbia V6C 3H1
 Canada

	 	 	 
	 		
      Attention: Jonathan C. Lotz

	 	 	 
	 		
      Telephone:      (604)
      687-5700    
      
Facsimile:         (604)
      687-6314



(or to such other address as any party may specify by notice in
writing to another party); provided that the Vendor may appoint a different
person to provide and receive notices on its behalf by providing written notice
of such appointment to each of the Company and the Escrow Agent. Any notice
delivered or sent by electronic facsimile transmission or other means of
electronic communication capable of producing a printed copy on a business day
shall be deemed conclusively to have been effectively given on the day the
notice was delivered, or the electronic communication was successfully
transmitted, as the case may be. Any notice sent by prepaid registered mail
shall be deemed conclusively to have been effectively given on the third
business day after posting; but if at the time of posting or between the time of
posting and the third business day thereafter there is a strike, lockout, or
other labour disturbance affecting postal service, then the notice shall not be
effectively given until actually delivered. 

7.7                   The
Company and the Vendor acknowledge that the Escrow Agent is legal counsel to the
Company and in respect of the purchase and sale contemplated by the Purchase





- 10 - 

Agreement and acknowledge and agree that the Escrow Agent may,
notwithstanding that it also acts as Escrow Agent pursuant to this Agreement,
continue to act as legal counsel to the Company during the term of this
Agreement and before and after any assignment of the Escrow Agent’s rights and
obligations hereunder to a successor escrow agent. The Escrow Agent shall be
deemed not to be in a conflict by virtue of the Escrow Agent holding the Escrow
Funds or performing its duties hereunder. 

7.8                   All
costs and expenses of or incidental to the transactions contemplated in this
Escrow Agreement are to be assumed and paid by the Company. 

7.9                   Time
is of the essence of this Agreement. 

7.10                
This Agreement may be executed in one or more counterparts, all of which shall
be considered one and the same agreement and shall become effective when one or
more counterparts have been signed by each of the parties hereto and delivered
to the other parties hereto, it being understood that all parties hereto need
not sign the same counterpart. This Agreement may be executed by delivery of
executed signature pages by fax and such fax execution shall be effective for
all purposes. 

IN WITNESS WHEREOF the parties hereto have caused this
Agreement to be executed as of the day and year first written above. 

The Company: 

MABCURE INC. 

Per: /s/ Yapp Moi Lee 

 

The Vendor: 

INDIGOLEAF ASSOCIATES LTD. 

Per: /s/ Elisha Orr 

 

The Escrow Agent: 

CLARK WILSON LLP 

Per:         /s/
Bernard Pinsky 
Name:    Bernard Pinsky

Title:      Partner 




SCHEDULE "A" 

Power of Attorney to Transfer Shares 

FOR VALUE RECEIVED __________________________ hereby sells,
assigns and transfers unto 

____________________________________________________________________________________________

(Name of Transferee) 

____________________________________________________________________________________________

(Address of Transferee) 

__________________________ shares in the common stock of
MABCURE INC., a corporation organized and existing under the State of Nevada
(the "Corporation"), standing in his name on the books of the Corporation, which
shares are represented by Certificate (s) No (s) __________________________ and
does hereby irrevocably constitute and appoint THE NEVADA AGENCY AND TRUST
COMPANY as his attorney in-fact, to transfer the said shares on the books of the
Corporation with full power of substitution in the premises. 

Dated: ________________________________ 

 

	 	 
	 	(Name of Transferor) 
	 	 
	 	 
	 	 
	 	 
	 	(Signature of Transferor) 


Signature of Transferor guaranteed by: 

____________________________________________ 
(Authorized
Signature) 

 

(BANK STAMP OR SEAL) 

NOTE: The person named on the Stock Certificate(s) must
ensure that the signature to this Power of Attorney corresponds with the name as
recorded on the certificate(s) in every particular without alteration or
enlargement or any change whatever. The signature of the person executing this
Power of Attorney must be guaranteed by a Notary Public, Commissioner of Oaths,
a Bank, Credit Union or Trust Company or by a Member of the Toronto, Montreal or
New York Stock Exchange.